As of August 31, 2026
These Cutter Studios Terms of Service For Creators (these "Terms") are hereby incorporated into the Order Form by and between The Arena Platform, Inc. (d/b/a Paradium.AI), a Delaware corporation with offices located at 200 Vesey St., 24th Floor, New York, New York 10281 ("Preparer") and the person or entity listed on the paired Order Form (“Creator” or "Source Provider"). Preparer and Source Provider may be referred to herein collectively as the "Parties" or individually as a "Party."
Acknowledgments
- Source Provider has created and published video and audio content and other applicable media on and for channels that it owns and/or operates (or for social media accounts of the same) as described in the Order Form, that it wishes to include in these Terms; such content is referred to in these Terms as the "Original Content";
- Preparer has developed the systems, tools, and technologies and services (the “Technologies”) to process, modify, and adapt video content (such as Original Content) into rich textual content and video snippets, using artificial intelligence tools and other means (which may also include human editorial); such output is referred to in these Terms as the “Output Content”;
- Source Provider wishes for its Original Content to be processed by Preparer into Output Content; and
- Both Source Provider and Preparer wish to utilize, and authorize the other party to utilize the Output Content (along with the associated Original Content), solely as described herein (or in the paired Order Form) and subject to the terms and conditions of these Terms.
1. Designation, License, Ownership and Use
(a) Designation as Agent.
(i) Source Provider hereby designates and appoints Preparer as its agent, to act by and on behalf of Source Provider, for the purpose of accessing and gathering solely the Original Content (which for the avoidance of doubt is solely that content that Source Provider explicitly identifies – via the Order Form – and wishes to include in these Terms), or sub-portions thereof, as may be held and/or published by third parties.
(b) License Grant.
(i) By Source Provider. Subject to the terms and conditions of these Terms, Source Provider hereby grants Preparer a non-exclusive, royalty-free license, solely for the permitted uses as explicitly described and set forth in these Terms (including the Order Form), to:
(A) gather, use, process, store, and create derivative works from the Original Content;
(B) use, process, store, and publicly display the Output Content;
(C) use and publicly display the Original Content (or portions thereof) in context of its use with the associated Output Content (for the avoidance of doubt, this includes display of an Original Content video or audio alongside the Output Content that was processed by the Technologies from such Original Content video or audio – and will follow any requirements listed in Order Form).
These licensed uses include in-context syndication of Preparer’s display uses to third parties that have syndication agreements with Preparer.
(c) Use Restrictions. Each of Source Provider and Preparer shall only use the Output Content as described in these Terms or the Order Form (including without limitation post-Term uses by Preparer permitted by the residual license set forth in Section 9(c) below). Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by a Party to the other Party. Disclosure requirements by the publishing Party are set forth herein or in the Order Form, which at a minimum will include a notice substantially as follows “Produced by CutterStudios.AI”.
(d) Intellectual Property and Ownership.
(i) Preparer acknowledges that, as between Preparer and Source Provider, i) Source Provider owns all right, title, and interest, including all intellectual property rights, in those pieces of Original Content, ii) Source Provider has dedicated substantial resources to create the Original Content, iii) upon receipt from Preparer of the video snippets of Output Content that directly derive from the video in the Original Content, Source Provider shall be deemed the owner of such video snippet Output Content, and iv) Output Content that consists of articles (to be published on Preparer’s properties under license) shall be deemed the property of Source Provider, with perpetual use rights to Preparer as further described herein to this Agreement.
(ii) Source Provider acknowledges that, as between Source Provider and Preparer, i) Preparer owns all right, title, and interest, including all intellectual property rights in to the systems, tools, and technologies it uses to prepare the Output Content from the Original Content (including the Technologies), ii) that Preparer has dedicated substantial resources to build, collect, manage, and compile the Technologies, and iii) that the methods used in the Technologies to create the Output Content represents the trade secrets of Preparer.
(e) Cancellation of Rights and Ownership and Deletion of Output Content by Source Provider. Any fraudulent or other actions by Source Provider that misrepresent in any manner the content submitted to the Technologies shall cause Source Provider to immediately forfeit all rights in and ownership of Output Content; upon notice from Preparer of such, Source Provider will immediately cease use of and delete all Output Content in its possession and/or as stored with or uploaded to any third-party (for purposes of example, such as cloud storage or as posted on a social media network). Materials and any resultant Output Content requiring takedown on legal grounds will also cause to cancel all rights related to the taken down content, and the parties will cease use of such content as soon as reasonably practicable. Preparer may retain copies of any cancelled and/or taken-down materials in its logs and archives.
(f) Reservation of Rights. With respect to its aforementioned owned property and rights thereunder, each Party reserves all rights not expressly granted to the other Party in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to a Party or any third party any intellectual property rights or other right, title, or interest in or to the property owned by the other Party Data.
2. Fees; Revenues; Payment; Expenses
(a) Fees. Fees, if any, for Preparer to apply the Technologies to Source Provider’s Original Content and create the Output Content – and the payment timing and mechanisms for such fees – shall be set forth in the Order Form.
(b) Revenues. Revenues attributable to Preparer’s licensed use of the Output Content (as potentially paired with portions of the Original Content) shall be determined and shared as set forth in the Order Form. Except as listed otherwise, Preparer shall handle billing, collections, and revenue reporting for such use.
(c) Taxes. All Fees and other amounts payable under these Terms are exclusive of taxes and similar assessments. Each Party is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by it hereunder.
(d) Expenses. Each Party is fully and solely responsible for its own expenses under these Terms. Source Provider will cover all expenses related to creation of the Original Content, its delivery of the Original Content to Preparer, and its use of any Output Content. Preparer will cover all expenses related to the Technologies, production and delivery of the Output Content to Source Provider, and its licensed use and monetization of the Output Content.
3. Confidential Information
(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
(b) Disclosure. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party's rights under these Terms, including to make required court filings. On the expiration or termination of these Terms, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
4. Takedown
For legal compliance reasons, either Party may reasonably direct the other Party to take down and cease use of a specific instance of Output Content. In addition to and without limiting the foregoing, Source Provider may reasonably direct Preparer to take down and cease use of any specific instance of Original Content (or sub-portion thereof). These takedown clauses survive expiration or termination of these Terms.
5. Representations and Warranties
(a) By Source Provider. Source Provider represents and warrants that:
(i) it has the authority to enter into these Terms and the Order Form;
(ii) the Original Content does not and will not infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person or entity;
(iii) Preparer’s processing and use of the Original Content, as well as Preparer’s use of the Output Content from such Original Content, as provided for under these Terms, does not and will not infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person or entity;
(iv) it will not use the Output Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any right of any person or entity;
(v) its performance under these Terms in all material respects, including its use of the Output Content, will comply with applicable laws;
(vi) its Original Content complies with the Editorial Guidelines listed in the Order Form.
(b) By Preparer. Preparer represents and warrants that:
(i) it has the authority to enter into these Terms;
(ii) it will not use the Output Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any right of any person or entity;
(iii) its performance under these Terms in all material respects, including its use of the Output Content, will comply with applicable laws.
6. Disclaimer of Warranties
THE ORIGINAL CONTENT AND OUTPUT CONTENT EACH ARE PROVIDED "AS IS" AND THE PARTY DELIVERING CONTENT TO THE OTHER PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EACH PARTY MAKES NO WARRANTY OF ANY KIND THAT THE CONTENT IT DELIVERS, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET THE RECEIVING PARTY’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.
7. Indemnification
(a) Source Provider Indemnification. Source Provider shall indemnify, defend, and hold harmless Preparer (including its parent, subsidiaries, and affiliates), and each of its officers, directors, employees, contractors and agents (collectively, “Preparer Indemnitees”) from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys' fees) ("Losses") incurred by Preparer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that arises from: i) Source Provider’s breach of any of its representations and warranties or its material obligations under these Terms, or ii) Preparer’s licensed activity that has been properly engaged in under these Terms. Preparer shall promptly notify Source Provider in writing of any Third-Party Claim for which Preparer seeks indemnification hereunder, provided that no delay in such notification shall relieve Source Provider of its indemnification obligations except to the extent such delay causes actual prejudice to Source Provider. Preparer shall reasonably cooperate with Source Provider in the defense of such Third-Party Claim, at Source Provider’s cost and expense, and allow Source Provider sole authority to control the defense and settlement of such claim; provided, that in no event may Source Provider settle such claim without Preparer’s prior written consent unless such settlement 1) includes a complete release of the Preparer Indemnitees, 2) does not involve any admission of liability or wrongdoing by any Preparer Indemnitee, 3) does not impose any monetary obligation on any Preparer Indemnitee (other than monetary obligations to be paid in full by Source Provider), and 4) does not impose any equitable relief or other non-monetary obligation on any Preparer Indemnitee.
(b) Preparer Indemnification. Preparer shall indemnify, defend, and hold harmless Source Provider (including its parent, subsidiaries, and affiliates), and each of its officers, directors, employees, contractors and agents (collectively, “Provider Indemnitees”), from and against any and all Losses incurred by Source Provider resulting from any Third-Party Claim that arises from: i) Preparer’s breach of any of its representations and warranties or its material obligations under these Terms, and/or ii) any materials not derived from the Original Content that Preparer newly introduces within the Output Content. Source Provider shall promptly notify Preparer in writing of any Third-Party Claim for which Source Provider seeks indemnification hereunder, provided that no delay in such notification shall relieve Preparer of its indemnification obligations except to the extent such delay causes actual prejudice to Preparer. Source Provider shall reasonably cooperate with Preparer in the defense of such Third-Party Claim, at Preparer’s cost and expense, and shall allow Preparer sole authority to control the defense and settlement of such claim; provided, that in no event may Preparer settle such claim without Source Provider’s prior written consent unless such settlement 1) includes a complete release of the Provider Indemnitees, 2) does not involve any admission of liability or wrongdoing by any Provider Indemnitee, 3) does not impose any monetary obligation on any Provider Indemnitee (other than monetary obligations to be paid in full by Preparer), and 4) does not impose any equitable relief or other non-monetary obligation on any Provider Indemnitee. For the avoidance of doubt, Preparer indemnification obligations do not cover its actions as a designated and appointed agent of Source Provider, provided that Preparer’s actions as such comply with Source Provider instructions to Preparer when making the appointment.
(c) Sole Remedy. THIS SECTION 7 SETS FORTH EACH PARTY'S SOLE REMEDIES AND THE OTHER PARTY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE ORIGINAL CONTENT OR OUTPUT CONTENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
(d) Withholdings. Monies held by a Party that may be due to the other Party may be reserved (and not paid out to the other Party on normal payment cadence) to the extent that there is a potential open indemnification matter, until such potential matter is resolved in full. Any monies owed pursuant to a Party’s indemnification responsibilities may be permanently withheld from payment and instead applied to such indemnification responsibility.
8. Limitations of Liability
EXCEPT TO THE EXTENT ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION RESPONSIBILITIES, OR IF A PARTY HAS ENGAGED IN GROSS MISCONDUCT OR WILFULL NEGLIGENCE, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED FIFTY THOUSAND DOLLARS ($50,000).
9. Term and Termination
(a) Term. The initial term of these Terms begins on the Effective Date listed on the Order Form and, unless terminated earlier pursuant to any of these Terms' (or the Order Form’s) express provisions, will continue in effect for the amount of time listed in the Order Form (the "Term"). At the end of the initial term, the Term may automatically renew for successive periods, if marked as such in the Order Form.
(b) Termination. In addition to any other express termination right set forth elsewhere in these Terms:
(i) except as stated otherwise in the Order Form (which shall govern over this section in the event of a conflict), either Party may terminate these Terms for convenience, for any or no reason, at any time, by providing a thirty (30) day advance written notice to the other Party;
(ii) either Party may terminate these Terms, effective on written notice to the other Party, if the other Party breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate these Terms, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (E) in the event of a change in control of the other Party (which shall be interpreted as a change of majority ownership or change in effective control of a Party) – termination election by the non-changing Party under (E) must be made within thirty (30) days after receipt of notice of the event from the changing Party, and such termination election must be made with no less than fifteen (15) days advance written notice.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, the license granted hereunder will also terminate; provided, however, that a residual, perpetual license shall remain for (i) Preparer to continue its then-existing use of already prepared and published Output Content (along with any paired Original Content) shall remain, whereby Output Content (and its paired Original Content) already published by Preparer shall remain, and such already-published content shall be permitted to remain published (that is, the Output Content does not need to be taken down by Preparer), without further revenue accruals to Source Provider, and (ii) Preparer via the Technologies to retain archive copies of Original Content that it processed and all resulting Output Content, whereby such archive copies may continue to be used for general purposes related to the Technologies. No expiration or termination will affect a Party’s obligation to pay all Fees that may have become due before such expiration or termination.
(d) Survival. Any rights, obligations, or required performance of the Parties in these Terms which, by their express terms or nature and context are intended to survive termination or expiration of these Terms, will survive any such termination or expiration, including the rights and obligations set forth in Sections 1(d), 1(e), 3-8.
10. Miscellaneous
(a) Entire Agreement. These Terms, together with any other documents incorporated herein by reference and all related Exhibits, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and set forth on the Order Form, or by email (If to Preparer: legal@paradium.ai; If to Source Provider to the email located in the Order Form). Except as otherwise provided in these Terms, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; and (ix) other similar events beyond the reasonable control of the Party.
(d) Amendment and Modification; Waiver. These Terms may be modified from time to time by Preparer by posting an updated version to the URL listed in the Order Form; Source Provider’s sole remedy if it does not agree to any new terms is to send a termination notice and direct Preparer to cease processing any further Original Content via the Technologies. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Source Provider may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the Preparer. Preparer may assign or transfer any of its rights or delegate any of its obligations hereunder. Any purported assignment, transfer, or delegation in violation of this section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.